My Expertise and Areas of Practice
Businesses, or different divisions or groups within a business, can generally be put into one of these categories and have all or most of the characteristics listed:
Start-up – very early stage, a lot of energy, little or no policies or procedures, everyone is doing a lot of different tasks, each new customer is a huge win, milestones (a lot of ‘firsts’) are identified and celebrated: first customer, first large customer, first hire after the business is up and operating, etc.
Growth – energy is focused on delivering to customers while adding employees and expanding facilities; a lot of angst over how are we going to get everything done; formal internal communication is slowly developing; priorities are constantly shifting: more advertising, hire more employees, find alternative supply sources, develop and implement policies and procedures; a lot of problem solving related to more customers, employees, locations, suppliers – more is good, but more needs more formality
Mature – plenty of war stories on problems and how they were solved; culture is oriented toward doing things better while growing and being disciplined in supporting growth; there is enthusiasm about opportunities – in a disciplined and not just ‘ad hoc’ manner
Sale or Divestiture – the phase where the owners are exiting the business; angst can come up again over the uncertainty of what will happen; marketing and selling the business can stress the organization (in addition to day-to-day responsibilities the ‘job’ of selling the business is a whole job in and of itself)
My practice areas provide you support in whatever phase you are in in your business or specific sector of your business.
Employment
Service Agreements
Vendor relations
Equity participation
Agreements among owners
Capital structure and agreements
Venture capital/funding
Mergers
Acquisitions
Divestitures
Licensing and/or protection of intellectual property
Corporate structuring including entity decision making
A few points on my experience:
I spent the majority of the first half of my career as general counsel for high growth publicly held companies. In these companies I lead the legal teams in connection with the acquisition of more than 200 businesses. In the second company in addition to the legal team I was head of corporate development and intimately involved in the development of the strategies, the identification of prospective acquisition candidates, the assessment of candidates and structuring of acquisition offers and the legal acquisition process.
In addition to acquisitions as general counsel I have represented clients as purchaser in the acquisition of an additional 100+ businesses (for a total in excess of 300 acquisitions). I have also represented the sellers of more than 60 businesses.
I understand the range of issues that come up in merger and acquisition transactions: representations and warranties, indemnification, asset transfer, tax and tax deferral possibilities, employee transition, service agreement, licenses and lease assignment and assumption, release of personal guarantees, etc
Purchaser – as the purchaser you want to complete the acquisition of a business so that the day of closing you are focused on how the newly acquired business will be operating under your ownership. You also want to avoid any surprises such as discovering after the closing about a problem customer, a compliance or unlawful problem or a difficult employee relationship issue. You also want to know that if a material problem is discovered after the closing that was in existence prior to the closing and not disclosed that you have adequate legal recourse to be reimbursed for any damages that you incur.
My expertise and experience in the structuring, negotiating and closing more than 200 acquisitions will deliver you acquisition advice and counsel that is valuable and meets or exceeds your expectations.
Seller – as the seller you want to complete the sale of your business in a manner that allows you to move into the next phase of your life and career in line with your desires. You also want to address the emotional issues that can come up while marketing and selling your business as well as the stresses associated with the ‘due diligence’ investigation, the meetings with and demands made by the purchaser’s advisors (accountants, lawyers, insurance agents, operation managers, etc.).
If you want to retire, or at least get out of this business, you want to know that once you close you won’t be getting pulled back into the business (because you have to collect payments, resolve disputes, etc.). If you are staying involved with the business you want to have the flexibility to stay involved on your terms – while recognizing that you no longer own the business.
My experience on both sides of multiple transactions provides you with great value in the sales process.
